Securities Law & Instruments

Headnote

Section 147 - exempting issuer from eligibility requirements of section 4.1 of NationalPolicy 44 in connection with an international offering to allow the procedures permitted byRule 430A under the United States Securities Act of 1933 to be used in connection withthe Canadian offering - permitting PREP Changes to include changes to information as tothe number of subordinate voting shares to be included in the Offering, the aggregateprincipal amount of certain exchangeable debentures and the numerical basis for theexchange of exchangeable debentures for certain shares.

Statutes Cited

Securities Act, R.S.O. 1990, c.S.5, as am., s. 147

Rules Cited

In The Matter of Rules for Shelf Prospectus Offerings and for Pricing Offerings after theProspectus is Receipted (1997) 20 OSCB 1217 (National Policy Statement No. 44).

IN THE MATTER OF THE SECURITIES LEGISLATION OF BRITISH COLUMBIA, ALBERTA, SASKATCHEWAN, MANITOBA,ONTARIO, NEW BRUNSWICK, NOVA SCOTIA, PRINCE EDWARD ISLAND, NEWFOUNDLAND, YUKON, NORTHWEST TERRITORIES AND NUNAVUT

AND

IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM FOR EXEMPTIVE RELIEF APPLICATIONS

AND

IN THE MATTER OF
CELESTICA INC.

MRRS DECISION DOCUMENT

WHEREAS the local securities regulatory authority or regulator (the "DecisionMaker") in each of the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba,New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Ontario as wellas Yukon, the Northwest Territories and Nunavut (the "Jurisdictions") has received anapplication from Celestica Inc. (the "Filer") for a decision pursuant to the securitieslegislation of the Jurisdictions (the "Legislation") permitting the PREP Information and thePREP Changes (each as defined in National Policy Statement No. 44, Rules for ShelfProspectus Offerings and for Pricing Offerings after the Final Prospectus is Receipted ("NP44")), for the purposes of the (final) short form prospectus and supplemented prospectusto be filed by the Filer in connection with a proposed primary and secondary offering ofsubordinate voting shares, to include the information described in detail below;

AND WHEREAS pursuant to the Mutual Reliance Review System for ExemptiveRelief Applications (the "System"), the Ontario Securities Commission (the "Commission")is the principal regulator for this application;

AND WHEREAS the Filer has represented to the Decision Makers that:

1. The Filer is a corporation incorporated under the Business Corporations Act(Ontario).

2. The authorized capital of the Filer consists of an unlimited number of subordinatevoting shares, an unlimited number of multiple voting shares and an unlimitednumber of preference shares, of which 146,543,736 subordinate voting shares,39,065,950 multiple voting shares and no preference shares were outstanding onJanuary 31, 2000.

3. The subordinate voting shares of the Filer are listed and posted for trading on TheToronto Stock Exchange and The New York Stock Exchange.

4. The Filer is a reporting issuer or the equivalent in Ontario and each of the otherJurisdictions and is eligible to use the POP System (as defined in NP 44).

5. On February 14, 2000, the Filer filed a registration statement on Form F-3 (the"U.S. Shelf Registration Statement") with the United States Securities andExchange Commission (the "SEC") for the distribution of up to U.S.$1.75 billion ofsecurities of the Filer. The U.S. Shelf Registration Statement was declaredeffective on February 18, 2000.

6. On February 22, 2000, the Filer filed a preliminary short form prospectus (the"Preliminary Prospectus") with the securities commission or similar regulatoryauthority in each of the Jurisdictions in connection with a proposed primary andsecondary offering of subordinate voting shares of the Filer in Canada and theUnited States (the "Offering").

7. Pursuant to the Offering, the Filer is offering subordinate voting shares (the"Treasury Shares") to the public in Canada and the United States through asyndicate of underwriters (the "Underwriters").

8. Contemporaneously, certain parties (the "Onex Affiliates") related to OnexCorporation, the Filer's controlling shareholder, are selling, through theUnderwriters, debentures (the "Exchangeable Debentures") exchangeable andredeemable, in certain circumstances, for subordinate voting shares of the Filer (the"Exchange Shares") to qualified purchasers in Canada on a private placementbasis.

9. In order to permit the Underwriters to deliver a "fully-hedged" position to purchasersof Exchangeable Debentures, a corporation owned by the Underwriters (the "SellingShareholder") may borrow subordinate voting shares of the Filer from third partiesand sell short in Canada and the United States a number of such shares (the"Hedge Shares") up to the number of Exchange Shares underlying theExchangeable Debentures sold.

10. The Offering comprises, and the Preliminary Prospectus, together with the (final)short form prospectus (the "Final Prospectus") and the supplemented prospectus(the "Supplemented Prospectus") to be filed in connection with the Offering, willqualify, the distribution of both the Treasury Shares and the Hedge Shares. TheTreasury Shares and the Hedge Shares will be registered in the United Statesunder the U.S. Shelf Registration Statement.

11. The Filer and the Underwriters expect determine the price and number of theshares included in the Offering after the completion of marketing. The aggregateprincipal amount of the Exchangeable Debentures to be issued by each of the OnexAffiliates and the numerical basis on which the Exchangeable Debentures may beexchanged for the Exchange Shares will be determined at the time when theOffering is priced to ensure that these attributes of the Exchangeable Debenturesare consistent with the pricing of the Hedge Shares under the Offering.

12. Subsequently, the Filer will deliver a copy of the prospectus forming part of the U.S.Shelf Registration Statement and a prospectus supplement relating to the TreasuryShares and the Hedge Shares (together, the "U.S. Prospectus"), which will includethe pricing information, to purchasers of such shares in the United States. The Filerwill be required to file the U.S. Prospectus with the SEC pursuant to Rule 424(b)under the Securities Act of 1933 no later than the second business day followingpricing of the Offering.

AND WHEREAS under the System, this MRRS Decision Document evidences thedecision of each Decision Maker (collectively, the "Decision");

AND WHEREAS each of the Decision Makers is satisfied that the test contained inthe Legislation that provides the Decision maker with the jurisdiction to make the Decisionhas been met.

THE DECISION of the Decision Makers pursuant to the Legislation is that PREPInformation (as defined in NP44), which will be omitted from the Final Prospectus, and thePREP Changes (as defined in NP44), which will be made in the SupplementedProspectus, may include:

(a) the aggregate number of subordinate voting shares included in the Offering;

(b) the aggregate principal amount of the Exchangeable Debentures to be issued byeach of the Onex Affiliates;

(c) the numerical basis on which the Exchangeable Debentures may be exchanged forExchange Shares; and

(d) any information that is dependant on the aggregate number of Subordinate VotingShares included in the Offering, the aggregate principal amount of theExchangeable Debentures to be issued by each of the Onex Affiliates or thenumerical basis on which the Exchangeable Debentures may be exchanged forExchange Shares,

provided, in each case, that all such information is included in the SupplementedProspectus and any amendment thereto.

March 1st, 2000.

"Margo Paul"